Cars, HTF style
by McQueenfan95
Summary: A retelling of the Cars story using Happy Tree Friends characters as well as a couple of OCs. Chapters 3-5 now up.
1. Chapter 1

**I know it's been a while since my last Cars/HTF crossover, but I'm not just gonna walk away from a great idea. Anyway, this is a retelling of the Cars story, using the Happy Tree Friends as the characters. You'll figure out Who's who in a while. Also, some lines were changed and added. Btw, pay attention to the characters, there'll be a quiz at the end. and a quick note, everyone calls Cuddles, "Lightning". Don't ask me why. Also, I own neither Cars, nor Happy Tree Friends. On with the story!**

"Ok. Here we go. Focus. Speed. I am speed", said Cuddles to himself as he sat in the driver seat of his racecar, giving himself a little prerace pep talk, "One winner, forty two losers. I eat losers for breakfast... Breakfast? Maybe I\par

should have had breakfast. Mmmm, waffles... Unless they're blue waffles... No no no, stay focused. Speed. I'm faster than fast, quicker than quick. I am Lightning."

Just then, there was a knock at the trailer door. It was Cuddles' driver, Lumpy. "Hey Lightnin! Ya ready?", he asked.

"Oh yeah. Lightning's ready", said Cuddles as he pressed the button that opened the door, started the engine, and slowly pulled out of the trailer. He then revved the engine and the crowd went wild. Thosands of flash bulbs flashed all around the stadium.

Cuddles smiled at the nearest camera, flashed his ring, which was in the shape of a Lightning bolt, and said his catch phrase, "Kachow!".

Cuddles drove over to pit road, where his team went through the usual pre-race checks. Putting on the racing tires, making sure that the belts looked good, that the fluids were full, that there was plenty of oil and all that.

After the cars were lined up on pit lane, all that was heard was a cry of, "Gentlemen, Start your engines!", then a deafening roar as forty three V-8 engines roared to life.

The cars rolled out onto the track, following the pace car. The pace car shutoff it's lights and pulled off of the track, and the green flag was waved. Every driver put the hammer down and took off down the track.

Fifty laps down...

Cuddles was making his way easily through the pack, passing cars like they were parked.

The TV broadcast was just coming back from commercial, and one of the commentators, a chipmunk, said into the the camera, "Welcome back to the Dinoco 400. I'm Bob Costas, here with my good friend, Darrel Waltrip. We're midway through what may turn out to be an historic day for racing".

Darrel, a bear, said, "Bob, my blood pressure is through the roof right now. If this get anymore exciting, they're gonna have to wheel me outta here on a stretcher".

"Right you are, Darrel", said Bob, "Three racers are tied for the season points lead going into the final race of the season, and the winner of this race, Darrel, will win the season points title and The Piston Cup. Does "The King", Splendid, have one more victory in him before retirement?"

"He's been Dinoco's golden boy for years", said Darrel, "Can he win then one last Piston Cup?"

Bob then took over and said, "And as always, in the second place spot we find Nutty Squirrel. He's been chasing that tailfin his entire career."

"Nutty thought this was his year, Bob", said Darrel, "His chance to finally emerge from Splendid's shadow. But the last thing he expected was... Cuddles "Lightning" McQueen!"

"I dont think anybody expected this", said Bob, "The rookie sensation came into the season unknown, but everyone knows him now."

"Will he be the first rookie to win a Piston Cup, and land Dinoco?", asked Darrel.

"The Legend. The Runner up. and The Rookie. Three racers, one champion!", said Bob as the cameras went back to the race.

Cuddles passed Nutty, raising the dark visor of his helmet and giving him a wink as he went.

"Hey!", said Nutty as he floored his accelerator and slamed into Cuddles' rear bumper, causing him to spinout into the infield. Nutty laughed evilly as he drove away, watching Cuddles slide through the dirt in his mirror. He waited until Cuddles pulled back onto the track, then looked at the car beside him and said, "Dinoco is all mine!" He then sideswiped the car, causing it to spinout, causing a huge crash. "Get through that, McQueen!", Nutty chuckled as he drove away.

"Trouble! Turn three!", said Darrel as cars started to spinout and crash into each other.

"Oh! A huge crash behind the leaders!", said Bob.

Cuddles saw the cars sliding around and crashing, but decided to try to drive through it anyway. He gripped the wheel tighter and put one foot over the brake pedal, but didn't touch it. he began to swerve through the wreakage.

"Wait a minute, Darrel, McQueen is in the wreakage!", Bob exclaimed.

"There's no way the rookie can make it through!", cried Darrel, but he then said, "Not in one piece that is."

Cuddles swerved around the last few cars, then saw that there was another pile of cars up ahead. he also noticed that there was one car that was overturned onto another one, creating a ramp. He floored it, hit the car squarely and sailed easily over the wreck, landing safely on the other side.

"Look at that! Cuddles made it through!", said Darrel.

"A spectacular move by Cuddles "Lightning" McQueen"."

"Yeah! Kachow!", said Cuddles as he slowed down behind the pace car as every other car pulled into the pits.

"As everyone else heads into the pits, McQueen stays out to take the lead", said Bob.

Nutty pulled into his pit box and as his team went to work, said, "what do ya think, boys? A thing of beauty".

"Cuddles made it through!", yelled Nutty's crew chief.

"What?", Nutty demanded.

"He's not pitting!"

"Let's go! Get me back out there! C'mon!", Nutty started yelling at his pit crew as they finished the four tire and fuel stop.

"McQueen's not going into the pits." said Bob.

"The rookie just fired his crew chief. That's the third one this season." said Darrel.

"He says he likes working alone, Darrel", Bob said, "Looks like Nutty got caught off in the pits".

Darrel chuckled and said, "after a stop like that, he's got alotta ground to make up. Get ready boys, we're comin' to the restart."

The green flag waved and Cuddles took off. He stayed out infront for the rest of the race. After one hundred laps, Cuddles made a pit stop.

"We need tires now! Let's go!", said one of Cuddles' pit crew members as one of them started putting gas into the tank.

"No no no no! No tires! Just gas!", yelled Cuddles as he tore out of his pit box.

"YOU NEED TIRES, YOU IDIOT!", One of his crew members screamed.

"Looks like its all just 'gas n go's for McQueen today", said Darrel.

"Yes, no tires again", said Bob.

Darrel continued, "normally I'd say that's a short term gain, long term loss. but it sure is workin' for him. Hey, he obviously know something we dont know."

Laps continue to wind down as Cuddles' lead kept growing, and Splendid and Nutty kept fighting their way through the pack.

"this is it Darrel", said Bob as Cuddles started the final lap, "One lap to go and Cuddles still has a huge lead."

"Aw, he's got it in the bag. Call in the dogs, put out the fire. We're gonna crown us a new champ!", said Darrel.

Cuddles rounded the last corner and said, "Checkered flag, here I come!". Just then, one of his rear tires blew.

"Oh no! McQueen has blown a tire!", said Darrel.

"And with only one turn to go! Can he make it?", asked Darrel.

"You fool!", screamed one of Cuddles' team members as another one kicked over a rack of tires.

Splendid and Nutty slammed their pedals all the way to the floor and charged toward the finish with everything their cars had.

Just then, Cuddles' other rear tire blew.

"He's lost \i another\i0 tire", said Darrel, "The King and Nutty are comin' up fast!"

"They're entering turn three!", said Bob.

"I can't believe what I'm watchin' Bob!", said Darrel, "Lightning is one hundred feet from his Piston Cup! And down the stretch they come! AND IT'S... IT'S...!"

Cuddles, Splendid and Nutty all crossed the finish line at once.

"It's too close to call! Too close to call!" said Bob as Darrel started going nuts, "The most amazing ending in the history of the world! But we don't even know who won!"

"And We're live in victory lane, awaiting the race results", said Kori Turbowitz, a reporter who was interviewing Cuddles. She continued, "McQueen, That was quite a risky, move not taking tires. Are you sorry you didn't have a crew chief out there?"

Cuddles laughed as his crew went to work on his car, replacing the destroyed rims with fresh tires. "Oh Kori. There's more to racing than just winning. I mean, taking the race by a full lap? where's the entertainment in that? No no. I wanted to give the folks a little sizzle. And am I sorry I don't have a crew chief? No. I'm not. Because I'm a one man show."

Kori turned back to the camrea and said, "That was a very confident Cuddles "Lightning" McQueen. Live from victory lane, I'm Kori Turbowitz."

One of Cuddles' tire changers threw his air wrench down and yelled, "That's it! C'mon guys".

The rest of the guys dropped their tools and started walking away.

"Whoa team", said Lightning, "Where you guys going?"

"We quit! Mr. One-man-show!" yelled the tire changer as they all stormed off.

"Oh. Ok. Leave. fine. How will I ever find anyone else who knows how to fill my car up with gas? Adios, Chuck!"

"AND MY NAME IS NOT CHUCK!", Not Chuck screamed.

Nutty walked over and said, "Hey Lightning. That was some pretty darn nice racing out there... BY ME! Ha ha! Welcome to the Squirrel era, baby! The Piston Cup is mine, dude, it's mine", he turned to his pit crew and said, "hey fellas, how do you think I'll look in Dinoco blue? DINOCO BLUE! Ha ha ha!"

Cuddles rolled his eyes and said, "In your dreams, Thunder!"

Nutty raised an eyebrow and said, "Thunder? What are you talkin about?"

Cuddles smiled and saidm, "ya know, because thunder always comes after, LIGHTNING!" and he started flashing his bolt ring for the cameras.

Meanwhile, over at the Dinoco area, Splendid and his wife were talking to Longhorned steer named Tex while Splendid's Plymouth superbird was being loaded into the trailer.

Tex smiled and said, "Whoee, that was one close finish. You sure made Dinoco proud. Thank you, Splendid."

Splendid said, "Well Tex, You been good to me all these years. It's the least I can do."

Splendid's wife put her arm around Splendid and said, "Whatever happens, you're still a winner to me, you old daddy rabbit."

"Thanks dear", said Splendid as he put his arm around her, "Wouldn't be nothin' without you."

Back at victory lane, Cuddles was still soaking up the lime light, flashing his ring at every camera lens he could see, when to teenage girls broke through the string of cameras, introduced themselves and said, "We're you're biggest fans!", they then yanked up their tops and flashed him, "Kachow!".

Cuddles smiled as he said, "I love being me."

"We love you, Lightning!", they yelled as security pushed them away.

"Hey buddy", said Splendid as he walked up, "you're one gutsy racer."

"Oh hey Mr. The King", said Cuddles.

"You have more talent in one finger than alot of folks have in their whole body." said Splendid. he continued, "But you're stupid! This ain't a one man deal, kid. You need to wise up and get yourself a good crew chief and a good team. Ya ain't gonna win unless ya got good folks behind ya, and ya let them do their jobs like they should."

Unfortunatly, Cuddles had fazed out into a daydream about getting the Dinoco sponsorship and all of the great things that could come with it.

"You figure that out, you just gonna be ok", said Splendid.

Cuddles shook his head clear and said, "Yes, that is spectacular advice. Thank you, Mr. The King."

Bob's voice boomed out of the speakers, "Ladies and Gentlemen, for the first time ever in Piston Cup history..."

"A rookie has won the Piston Cup", said Cuddles as he jumped through the curtain and onto the stage.

"We have a three way tie!", said Bob.

Nutty laughed as he walked out onto the stage and said, "Hey Cudd, that must be really embarassing, but I wouldn't worry about it... Cuz I didn't do it! Ha ha ha!"

Bob voice boomed over the stadium and he said, "It has been decided that a tie breaker race between the three leaders will be held in california in one week."

Nutty started waving to the crowd and said, "Well thank you. thanks to all of ya." He leaned over to Cuddles and said, "Hey rook, first one to California gets Dinoco all to himself."

**Well, thats the end of chapter 1. I've already got most of this written, but I want to get reviews before I post the rest. Thanks for reading. Bye.**


	2. Chapter 2

**CHAPTER 2, MUDDA FUGGA! So, yeah. Chapter 2. Enjoy.**

Later that evening, Cuddles was walking back to his trailer, mumbling to himself, "'First one to California gets Dinoco all to himself'. Oh, we'll see who gets threre first, Nutty. Huh?" He had turned the corner and found that his trailer was gone.

Lumpy walked out into the open and said, "Hey kid, congrats on the tie."

Cuddles growled, "I don't wanna talk about it, Mack. (**Btw, Cuddles calls Lumpy, Mack. Probably because Lumpy drives a Mack**) Saddle up. What did ya do with my trailer?"

Lumpy nodded his head toward the Rust-eze tent and said, "I parked it over at your sponsor's tent. Ya gotta make your personal appearence."

Cuddles' eyes got huge and he said, "No! No! No no no no!"

_"Yes! Yes! Yes! Cuddles "Lightning" McQueen here! And I use Rust-eze Bumper Oil, new rear-end formula. Nothing cleans up a rusty bumper like Rust-eze. Wow! Look at that shine! Use Rust-eze on your car and it'll look as good as mine! Kachow!"_

Two old gray squirrels stood infront of the tv screen where the commercial had just finished playing. Their names were Click and Clack, the Tappet brothers. The people who had created Rust-eze Bumper Oil. They also had a radio show on National Public Radio.

Click started laughing and said, "I remember this guy from SwampScott, his car was so rusty, it didnt even cast a shadow!"

Clack laughed and said, "you could see it's dirty undercarriage."

"Ugh! I hate these people and their rusty cars!" said Cuddles, "This is not good for my image."

Lumpy shrugged and said, "They did give ya your big break. Besides, it's in your contract."

Cuddles rolled his eyes and said, "oh, will you stop, please? Just go hook the truck up."

Lumpy nodded and walked away. Cuddles picked up a cardboard cutout of himself and started trying to sneak around the crowd.

"Winter is a grand old time", said Clack.

"Of this, there are no ifs or buts", said Click.

"But remember, all that salt and grime", continued Clack.

Click continued, "Can rust your bolts, and freeze your..."

Just then, Cuddles dropped the cutout and exposed himself. (**he didnt take his clothes off, everyone could see him**)

"Look! There he is!", cried Clack.

"Our almost champ! Get your fluffy tail in here kid!", said Click.

Cuddles started making his way through the crowd as the fans said things like, "Lightning, you are wicked fast!", "That race was a pisser!", and "You were bookin', McQueen."

One guy, a woodchuck wearing coveralls with his name on a patch on the chest said, "You're my hero, Mr. McQueen."

Cuddles faked a smile, nodded and said, "Yes, I know, uh... Fred. Fred, thank you"' and he started to walk away.

Fred smiled and said, "He knows my name! He knows my name!"

"Lookin' good, Freddy!", Clack called.

"Thanks to you, Lightning, we had a banner year!", said Click as Cuddles walked up the steps to the stage.

"Yeah", said Clack, "We might even clear enough to put some headlights on your car!"

Click looked surprised and said, "Are you saying that car doesn't have headlights?"

Clack smiled and said, "That's what I'm tellin' ya. They're just stickers!"

Cuddles rolled his eyes and said, "Well, ya know, racecars don't need headlights, because the track is always lit."

"Yeah, well so's my brother, but his car still needs headlights." said Click. The crowd erupted in laughter.

"Ladies and Gentlemen, Lightning McQueen!", Click and Clack said in unison.

The lights turned off and one spotlight shined on Cuddles.

Cuddles sighed and said, "Ya know, the Rust-eze Bumper Oil team ran a great race today. And remember, with a little Rust-eze,"

_and an insane amount of luck,_ "Your car can look like mine. Ka... Chow."

The lights came back on and Cuddles started walking off of the stage and to his trailer.

Click and Clack caught up to him and Clack said, "Hey kid, we loved ya, and we're lookin' forward to another great year, just like this year."

Cuddles nodded, climbed into his trailer, closed the door and said, "Not on your life."

Lumpy started the truck and pulled out of the lot.

"Don't drive like my brother!", Click hollered after the truck.

''Don't drive like my brother!", Clack bellowed.

"California, here we come", said Lumpy into the intercom mic.

"Dinoco, here we come", corrected Cuddles.

Many hours of driving, or a driving montage later...

Cuddles was sitting in his massage chair, enjoying a deep tissue massage and saying, "oh yeah, I needed this", when his cellphone rang. He shut off the massager, and answered the phone. "Hello?".

"_Is this Lightning McQueen, the world's fastest racing machine?_", Said Cuddles' agent, The Mole, on the other end of the line.

Cuddles smiled and said, "Is this The Mole, the world's greatest agent?"

The Mole laughed and said, "_It is such an honor to be you agent that it almost hurts me to take ten percent of your winnings and merchandising... anyway, what a race, huh champ? I mean, I didn't see it, but I heard you were great._"

"Uh, thanks Mole", said Cuddles as he flipped through the many different news broadcasts, all of them playing replays of the tie.

The Mole continued talking, "_Listen, they're giving you twenty tickets for the tie breaker thing in Cali. I'll pass em on to your friends, just shoot me the names. You let The Mole rock it for ya, alright, baby?_"

"Right. Friends. Let's see, there's... uh...", It was right then that Cuddles realized that he didn't have many friends, and the friends that he did have, he had no idea how to contact them.

The Mole, growing impatient at the silence said, "_Ok, Mr. Popular, got so many, ya can't even narrow it down. Hey, when you get to town, ya gotta make time for your best friend. Now I gotta jump. Let me know how it goes. I'm out_", and the line went to dial tone.

Cuddles ended the call, then started playing _Angry Birds_ as he wondered how a creature who was blind could use the phone. Just then, he looked out the window and was shocked at what he saw. They were being passed by a minivan. He pressed the button for the intercom and said, "Oh, C'mon Mack, you're in the slow lane. This is Lightning McQueen you're hauling here!"

Lumpy yawned and said, "Just stoppin' of for a quick breather, kid. Ol' Mack needs a rest."

Cuddles wasn't gonna have that. "Absolutly not! We're driving straight through all night until we get to California. We agreed to it."

"All night?", said Lumpy, in an 'are you kidding me?' voice, "need I remind you, Federal D.O.T. regs state..."

But Cuddles interrupted him, saying, "C'mon Mack, I need to get there before Nutty and hang with Dinoco."

Lumpy looked at the truckstop filled with trucks as they drove by. "Awww. All those sleepin' truckers. Hey kid, I don't know if I can make it", he said.

"Sure ya can, Mack.", said Cuddles, "Look, it'll be easy. I'll stay up with you."

"All night?", asked Lumpy.

"All night long", confirmed Cuddles.

An hour and a half later...

Cuddles was sitting in the front seat of his racecar. His phone's battery had died, so he had gone to sleep.

"Liar", said Lumpy after he turned on the intercom, called Cuddles several times, and didn't get a response. He began trying to find some rock'n'roll music on the radio. He turned the dial and it stopped on the smooth jazz channel. Kenny G's _Songbird_ came out of the speakers.

"Pretty music", said Lumpy, right before he fell asleep. The truck started swerving back and forth across the road.

Inside the trailer, Cuddlles' car had started to roll toward the back of the trailer. One of his bobbleheads fell off of the shelf and landed on the button that opened the door. The car rolled out onto the door.

The truck hit a large bump and shook Lumpy awake. "Whoa!", said Lumpy, as he pulled quickly back into the middle of the road, "One should never drive while drowsy."

When the truck swerved back to the center of the road, Cuddles' car fell of the ramp and slowly rolled to a stop.

Cuddles woke up to see bright headlights and hear the sound of an airhorn. "Aaaaaa!", Cuddles screamed as he started the engine, threw the car in gear and dodged the truck by mere inches. He swerved around another car, then shot off into the median, barely avoiding three semis.

"Mack!", Cuddles screamed at the windshield as he floored the gas and took off back into the flow of traffic, trying to scream for Lumpy over the wind and the roar of the engine.

Cuddles saw what looked like a bright red truck with a lightning bolt down the side pass under a streetlight, and it was getting off at the next exit. "Mack! Wait for me!", Cuddles screamed as he tore up the off ramp, and onto the two lane blacktop road.

The truck bounced over a railway line, and immediately, the lights began flashing, the bell started ringing and the crossbucks went down.

Cuddles looked up the line and saw the approaching train. He soon realized that he had two choices. He could slam on his brakes, and try to stop before he got to the line, or he could give it everything his car had to try to beat the train. He knew that if he wasn't fast enough, or didn't stop fast enough, he'd either hit or get hit by the train. Not to mention, if he stopped, he wouldn't catch up to the truck. He floored the gas. The train and the car got closer and closer. Cuddles knew it was gonna be close. The car hit the slight rise at the crossing, went airborne, and plowed through the crossbucks, splintering them into thosands of pieces. The car landed safely on the other side of the tracks, just barely beating the train.

'Just my luck' thought Cuddles, 'He's stopping up ahead.' "Mack! Mack!", Cuddles called as he caught up to the truck. "Mack! Wait up!". He pulled up along side the truck, and realized it wasn't Lumpy. It was a loaded with recycled batteries. Cuddles looked up at the driver and said, "You're not Mack".

The driver, a bear with ginger colored fur and three days growth of beard looked down at Cuddles, took the cigar out of his mouth and said, "Mack? This ain't no Mack. It's a Peterbilt. Turn on your lights, ya moron!" He then put the cigar back in his mouth and grabbed a gear, then made a right turn and dissappeared into the night.

"Mack... The Interstate!", said Cuddles as he made a left turn and tore off down the road. Not even noticing the Route 66 sign.

A short ways up the road, Cuddles passed a billboard that read, 'Welcome to Radiator Springs'.

The Sheriff, Toothy, who was napping behind the billboard, was jarred awake by the passing racecar. "Not in _my_ town, you don't", he growled as he started the old patrol car, turned on the lights and siren and gave chase.

Cuddles heard the siren, then looked in the mirror and saw the flashing light. "Aww no. Oh! Maybe he can help me!", just then, he heard a loud bang, like a gunshot. "He's shooting at me! why's he shooting at me?"

Toothy's car backfired as he chased the speeder. "This old car hasn't gone this fast in years. It's gonna blow a gasket or something", said Toothy, as the car cotinued backfiring.

Cuddles started swerving back and forth across the road. "Serpentine! Serpentine!", he reminded himself.

"What in the blue blazes?", asked Toothy as he saw the car swerving back and forth across the road. "Crazy hot rodder!"

In the town up the road...

Disco bear and Flippy were sitting out infront of the local diner/gas station. Across the street, Pop was looking over bills and invoices in his tire store while his son was out front, trying to keep a tire straight, but a sign kept pushing it back.

Disco Bear, who was staring at the flashing yellow traffic light, leaned over to Flippy and said, "I'm tellin' ya man, every third blink is slower."

Flippy looked over at Disco Bear and said, "The 60's weren't good to you were they?"

Just then, they heard the sound of a car backfiring. They got up and looked up the road, trying to see what was going on.

Back up the road...

Cuddles was still swerving and pushing his car hard. He came over a small rise and saw a small town up ahead. "What? That's not the Interstate", he said, puzzled. He then started hearing a sound like "Thud, thud, thud" coming from the front of the car. He realized he was running over a line of traffic cones. The car hit a pot hole, and veered to the left. Cuddles saw he was now headed for what looked like a giant traffic cone. He made an incredibly sharp right turn, went back across the road, and plowed through a barbed wire fence, which wrapped itself around the car. The car slid around behind the diner, and onto a side road.

Disco Bear looked up the side street and said, "I'm not the only one seeing this, right?"

Flippy looked up the side street and saw the car, but also saw barbed wire swinging around. "Incoming!", he yelled as he pulled Disco Bear back from the street.

"Whoa, man", said Disco Bear as a length of barbed wire whip cracked right infront of his face.

Handy dove for cover as one of the wires whipped over his head, and left a deep, ugly scratch in the side of his low rider. "Hey! You scratched my car!", he screamed after the red blur.

Cub looked over his shoulder, and dove behind a stack of tires just intime to miss being run over.

"My tires!", Pop screamed as the car drove over several stacks of tires.

Cuddles managed to get control of the car, and got it back onto the street. But he realized that he was heading straight for a statue of the town founder, Cro-Marmot.

Cuddles swerved around the statue, making Flaky, the town firefighter and gardener, dive for cover. (**Finally! I have a character that almost matches the orignal character.**) The car ran over several flower pots and the barbed wire got tangled on the statue and tore it off of it's base. It stabbed into the street, and started ripping it up. Cuddles tore down the road, dragging the statue and creating a deep goudge in the road.

The statue became airborne, and got tangled in the telephone wires. Cuddles floored the gas and tried to drive away, but the tires lost grip on the road and the car was lifted off of the ground. The statue was launched through the air. As it sailed, Disco Bear yelled, "Fly away, Cro-Marmot! Be free!"

The statue landed right back on it's base, as though nothing had ever happened.

The racecar dangled from the wires. Toothy pulled up, turned on his car's spotlights, then got out and pointed his flashlight up at Cuddles and said, "Boy. You're a heap o' trouble."


	3. Chapter 3

The next morning, out in California...

"And we're live at the Los Angeles International Speedway", said Kori Turbowitz, "Where the first competitor, Lightning McQueen, is arriving at the track."

The trailer door opened, but Cuddles wasn't in there. Everyone gasped.

"What?", said Lumpy as he jumped out of the truck, "It isn't covered in mud, is it?"

News reports went crazy, and the search for Cuddles began.

Back with Cuddles...

Cuddles woke up to see a relatively dark, concrete room. "Where am I?", he asked, looking around. He noticed that one wall of the room was made up of iron bars and there was a creature on the other side that looked to be half porcupine and half bear.

The porcubear smiled and said, "Mornin', Sleepin' Beauty!"

"Aaaa!", said Cuddles as the possibilities of what was going on ran through his mind. 'First, he's gonna rape me until there is no more raping to be had, then he's gonna kill me, take out all of my organs, and sell them for cash.'

"I was wonderin' when you was gonna wake up.", said the porcubear as he put down his copy of _Tow Trucker Chicks_ magazine.

"Take whatever you want! Just don't hurt me!", said Cuddles. He tried to put his hands up to defend himself, but he realized he was wearing handcuffs. "Handcuffs? Why do I have handcuffs on?", said Cuddles as he started to struggle. It was then that he started to remember last night and after remembering what the Sheriff had said, he realized that he was in jail. 'He must be the guard', Cuddles thought.

The porcubear laughed and said, "You're funny. I like you already. My name's Prickly. What's your name?"

Cuddles looked surprised and said, "You... You don't know my name?"

'No... No, I know your name. Is your Prickly too?", asked Prickly.

Cuddles sighed and said, "Look, I need to get to L.A. as fast as possible. Where am I?"

"Where are ya?", repeated Prickly, "Shoot. You're in Radiator Springs. The cutest little town in Carburator County."

"Great. Just great", said Cuddles, looking out through the barred window, seeing only a bunch of abandoned buildings.

"Well, if you think that's great, you should see the rest of the town", said Prickly.

Cuddles smirked evilly and thought, 'This might be my chance'. He said, "Ya know, I'd love to see the rest of the town. So if you could just open the door, take these cuffs off, and get my car, you and me, we'll go cruisin' and check out the local scene."

Prickly was smiling almost too big for his face. "Dad gum! Cool!", said Prickly as he took the keys to the cells off of the wall. But, just as he was about to put the key in the lock, the front door opened, revealing Toothy.

"Prickly!", Toothy snapped, making him jump and drop the keys. Toothy stormed over and said, "What did I tell you about talkin' to the accused?"

"Ta not to", said Prickly, his voice full of remorse.

Toothy rolled his eyes, picked up the keys and, as he unlocked the cell, said, "Well, quit your yappin', and put this delinquent into my car. He's got a court date."

Prickly walked into the cell and unlocked the handcuffs from the bench, but reattached it before Cuddles could get free.

Twenty minutes later, in the courtroom...

"The Radiator Springs court will come to order!", said Toothy as he, Prickly and Cuddles walked through the door.

Everyone in the courtroom was voicing their anger and disgust at Cuddles. Handy yelled, "You scratched my car! I should take a blow torch to you!"

"Facist!", yelled Disco Bear over the din of the crowd.

"You broke-a the road!", yelled Pop in his Italian accent, "You're a very bad-a man!"

Cuddles didn't listen to a thing they said. He asked Toothy, "Officer, how much longer is this gonna take? I gotta get to L.A..."

Toothy interrupted him and said, "Where's your lawyer?"

Cuddles shrugged. "I don't know. Tahiti maybe. He has a timeshare there."

Toothy sighed. "When a defendant has no lawyer, the court will assign one to him. Hey! Anyone wanna be his lawyer?"

Everyone went silent, and they all sat down, except for Prickly, who happily said, "I'll do it, Sheriff."

Toothy nodded and said, "All rise! The honorable Doc Sniffles persiding. May Doc have mercy on your soul." he said so only Cuddles would hear.

The double doors burst open, revealing a blue aardvark (**That's the offical word for Anteater. Sniffles never catches the ants anyway, so he can't be an anteater**) he stormed to the front of the courtroom saying, "All right! I wanna know whose responsible for wreckin' my town, Sheriff. I want his head on a platter. I'm gona put him in jail until he rots. No, check that. I'm gonna put him in jail until the jail rots ontop of him, then I'm gonna move him to a new jail and let that jail rot!" He took his seat at the bench, took one look at Cuddles, who was still dressed in his racing suit btw, and said, "Throw him outta here Sheriff. I want him outta my courtroom, and I want him outta our town. Case dismissed."

Cuddles smiled and said, "Yes! I'm outta here!"

"Boy, I'm pretty good at this lawyerin' stuff," said Prickly.

Just then, the double doors opened again and a pink chipmunk walked in. "Sorry I'm late, Your honor", she said.

Cuddles looked over his shoulder, saw her, and thought, 'Holy Shnikes. She's gotta be from my attorney's office'. As she walked past, he said, "Hey, thanks for comin' but we're all set. He's letting me go."

"He's letting you go?", she said in shock.

"Yeah, your job's pretty easy today. All you gotta do now is stand there and let me look at ya. Look, I'm just gonna cut to the chase. Me. You. Dinner." said Cuddles.

"Yeah... I'm gonna go talk to the judge", said the chipmunk.

"Do what ya gotta do, baby, " said Cuddles, "but listen, be careful. Folks around here have a couple of loose screws if ya know what I mean." He nodded over at Prickly, who was watching a bug walk across the floor.

"I'll keep that in mind" said the chipmunk, "Hey there, Prickly."

Prickly looked up from the bug and said, "Howdy, Giggles."

Cuddles was shocked as Giggles went to talk to the judge. "You know her?" he asked Prickly.

Prickly nodded and said, "She's the town attorney, and my fiance."

"What!", said Cuddles, even more shocked than before.

Prickly laughed and said, "I'm just kindin'. She just likes me for my body."

Giggles walked up to the bench and said, "Doc, you look great this morning. Did you do something different with your ears?"

"What do you want, Giggles?", said Sniffles.

Giggles sighed and said, "C'mon. Make this guy fix the road. The town needs this."

"No" said Sniffles, "I know his type. Racer. Last thing this town needs."

Giggles shrugged and said, "Ok, I didn't wanna have to do this, Doc, but you leave me no choice." she turned around to face the townsfolk and said, "Fellow citizens, you are all aware of our town's proud history."

"There she goes again.", said Sniffles, rolling his eyes.

"Radiator Springs!", Giggles continued, "The glorious jewel strung on the necklace of Route 66. The Mother Road! It is our job and our pleasure to take care of the travelers along our strech of that road."

"Travelers? What travelers?", asked Flippy.

"Ignore him!", said Disco Bear.

Giggles continued with her speech, "But how are we to care for those travelers, if there is no road for them to drive on? Pop, what do you have at your store?"

"Tires", said Pop with a smile.

"And if no one can get to you?", asked Giggles.

Pop's smile went away and he said, "I won't-a sell any... tires.", he burst into tears and said, "I will-a lose everything!"

Giggles turned to Petunia and said, "Petunia, what do you have at your store?"

"I have gas!", said Petunia, "Lotsa gas!".

Prickly and Handy both burst into laughter.

"Ok boys, stay with me", said Giggles, "And Petunia, what if no one can get to your station to buy gas or food?"

Petunia sighed and said, "I'll go outta business and we'll have to leave town."

"And what's gonna happen to all of us if Petunia leaves town and closes her station and diner?", Giggles asked the townsfolk.

"Without food or gas, we're done for!", yelled Flippy.

"What?", said Lamby.

Giggles continued, "So don't you think the person responsible should fix our road?"

"There's only one man in town who has a vehicle with enough power to fix that road, and that's Big Al!", said Lamby.

Handy cocked an eyebrow and said, "Lamby, Big Al left like fifteen years ago."

Lamby looked at Handy and said, "Well, then why aare ya bringin' him up, ya stoop?"

"Oh, he can do it", said Giggles, "his car has the horsepower. So what do you want him to do?", she asked the townsfolk.

"FIX THE ROAD!", everyone yelled.

"Because we are a town worth fixing!", said Giggles.

The townsfolks all began cheering.

Sniffles banged his gavel (**Hammer thing**) and yelled, "Order in the court!" after the noise stopped, he said, "It seems my mind has been changed for me."

Everyone cheered except for Cuddles, who wasn't just angry, he was livid. "Oh, I am so not taking you to dinner!", he said to Giggles.

She chuckled and said, "That's ok, Patches, (**She's refering to the sponsor patches on his racing jacket**) you can take Bessie."

"Oh man," said Prickly, "You get to work with Bessie, I'd give my left nut for something like that."

Cuddles looked puzzled and said, "Bessie? Who's Bessie?"

Five minutes later...

Sniffles, Prickly and Cuddles were all standing infront of the courthouse, next to Cuddles' car which had a parking boot on it, and a road paving machine named Bessie.

"This here's Bessie. Finest road pavin' machine ever built." said Sniffles, "I'm here by sentencing you to community service. You're gonna fix the road under my supervision."

"What? This place is crazy!", said Cuddles.

Prickly whispered to him, "Hey, I know this might be a bad time, but you owe me $32,000 in legal fees."

Sniffles continued, "We're gonna hitch your car up to Bessie and you're gonna pull her nice. You start here where the damage begins, you finish down there, where the damage ends.", he said, pointing down the road.

Prickly looked down the road, saw just how far the damage stretched down the road and yelled, "Holy shoot!"

Cuddles turned to Sniffles and said, "Whoa, whoa! how long is this gonna take?"

Sniffles furrowed his brow and said, "Well, if ya do it right, it should take about five days."

"Five days?", echoed Cuddles, "But I should be in California shmoozing Dinoco right now!"

"Then if I were you, I'd quit yappin' and start workin'!", Sniffles growled, "Hook him up, Prickly."

"Okey Dokey", said Prickly as he started trying to take the parking boot off.

Cuddles climbed into his car, buckled himself in, and waited for the car to be hooked up to Bessie.

Prickly finally released the boot, and it fell off with a loud thunk.

Cuddles released that his car no longer had the boot on it, but it wasn't yet hooked up to Bessie. He quickly started the engine, threw the car in gear, and tore off, yelling "Freedom!"

Prickly was completely shocked at what he had just done. He thought for a second and said, "Maybe I should've... hooked him up ta Bessie... and then... then took the boot off."

"Ya think?", said Sniffles.

By this time, Cuddles was half way to the town line. He watched the town shrink in his rearview mirror and said, "Goodbye Radiator Springs, and good bye Bessie! California, here I come! Yeah!", he stuck his head out the window and said, "Oh, feel that wind! Yes!". Just then, his car started sputtering and then stalled. "No. No. No no no!", He looked at the dash and saw that the fuel gauge was at E. "Outta gas? How could I be outta gas?" The car rolled to a stop just short of the welcoming billboard, where Toothy and Giggles were waiting for him.

Toothy got out of the patrol car and said, "Boy, we ain't as dumb as you think we are."

Giggles got out of the other side of the patrol car and said, "We siphoned your gas while you were asleep."


	4. Chapter 4

About half an hour later...

Toothy pulled into the gas station and got out of his patrol car. "Gentlemen." he said, greeting Flippy and Disco Bear, who were playing checkers under the awning.

"Sheriff", said Flippy.

"Hey Sheriff", said Disco Bear.

Across the street, Pop was talking to Cub. "Why the tires are here?", he asked, pointing to the new tire display Cub had set up infront of the store.

"Sono sempre stati qui!", said Cub, who only spoke Italian.

"They-a were better where they-a were before", said Pop.

"Stai sempre a parlare", Cub continued.

Lamby was sitting on her porch, trying to watch Cuddles working, but couldn't due to the fact that Flaky's truck was in her way. "Flaky? Could you please move your truck? I wanna get a look at that sexy racecar driver!"

Flaky almost puked at Lamby's use of the word sexy, but she moved the truck anyway.

Cuddles drove slowly with the car in first gear, pulling the heavy paving machine along behind him. He had not been happy about having his car towed back while he rode in the police car, but he had been in no position to argue.

Prickly was leaning against the front of his rusty, hoodless, old Chevy tow truck, munching on a apple and just talking to Cuddles about nothing. He said, "Ya know, I used to be a pretty good singer. I can't do it no more on account of I have chronic bronchitus, but Doc says he can help me with it and clear it right up. He can help just about anyone with anything. That's why we made him the judge. But boy, you shoulda heard me on 'Gitty up oom papa mow mow'. I'm not one ta brag, but folks would come pretty far to hear me get low on the mow mow."

Just then, Bessie "burped" and splattered tar allover. Some landing on the sleeve of Cuddles' jacket. He'd had one arm out the window at the time. "Aw man, that's just great!", he said.

"What's wrong?", aske Prickly as he walked over from his truck.

Cuddles held his arm out and said, "My lucky jacket's all dirty."

Prickly smiled and said, "That ain't nothin'. I'll clean it for ya." He then began snorting and hacking, as though he was trying to clear his throat.

"No no no no no!", said Cuddles, "that won't be nessesary." He noticed Flaky watering her plants just down the road and he said, "Excuse me, miss!"

Flaky turned off her garden hose and looked up from her flowers.

"Yeah, you in the red", Cuddles continued, "I could use a little hose down. Could you help me wash this off?", he asked, pointing to the tar splattered sleeve.

Flaky picked up her flower pots, climbed into the fire truck and backed into the field behind Pop's tire shop.

"Wait, where's she going?", Cuddles asked.

Prickly leaned against the side of the car and said, "Oh, she's just a little bit shy and she hates ya for killin' her flowers."

Cuddles hit the dashboard with his fist and said, "I shouldn't have to put up with this! This car wasn't designed for this! It's a precision instrument of speed and aerodynamics!"

Prickly raised an eyebrow and said, "Ya hurt your what?"

"This is a RACECAR!", Cuddles yelled.

Pop ran over to the passenger side window and looked in. "A racecar? This is a real racecar? You are a real racecar driver?", he asked.

Cuddles rolled his eyes and said, "Yes, I'm a real racecar driver. What do you think? Look at me. Look at my car!"

Pop smiled and said, "I have followed-a racing my entire life! My whole life!"

"Then you know who I am. I'm Lightning McQueen!", said Cuddles.

"Lightning McQueen?", said Pop, "I must scream-a to the world, my excitment from the top of some place very high! Do you know Micheal Shumacher?"

Cuddles shook his head and said, "No. He races on the European circuit. I'm in the Piston cup!"

Pop looked flatly at Cuddles and said, "I follow only Micheal", he then turned on his heel and walked away.

Cuddles punched the dash again and said, "Prickly, let me get this straight. I can go when this road is done. That's the deal, right?"

Prickly nodded as he took another bite out of his apple. "That's what they done did said", he said through a mouthful of fruit.

Cuddles gripped the wheel tighter and said, "Alright. Outta my way. I got a road to finish." He floored the gas, dragging the paver along and basicly splattering tar everywhere.

Prickly watched in shock as the paver shook and bounced along.

Five minutes later...

Prickly burst through the doors of Sniffles' clinic and yelled, "He's done!"

Sniffles turned around and said, "Done? It's only been an hour."

Outside on the road...

Cuddles climbed out of the window of his car and said to the townsfolk who were standing there, "Done! I'm finished. Just say thank you and I'll be on my way. That's all ya gotta say."

Back up the road, which looked like a mess of splattered tar, Prickly climbed into his truck and screamed, "whee hoo! I'm the first one on the new road!" He shifted the truck into drive, pulled out onto the street, and immedeatly began shaking like he was in a massage chair. "It rides pretty smooth!", he said as he bounced along.

"It looks awful!", said Giggles.

Cuddles smirked and said, "It matches the rest of the town."

Flaky burst into tears, jumped into her truck, and raced away.

Giggles glared at Cudles and said, "Who do you think you are?"

Cuddles glared back and said, "Look, Doc said when I finished, I could go. That was the deal."

Sniffles pulled up in his old navy blue Hudson Hornet. He hopped out and said, "The deal was you fix the road, not make it worse. Now scrape it off and start over again!"

Cuddles pointed at his car and said, "Look, Grandpa, that's not a bulldozer, it's a racecar!"

"Oh ho ho? Is that right?", said Sniffles, "Well, why don't we just have a little race? Me and you."

"What?", said Giggles.

Cuddles laughed and said, "Me and you? Is that a joke?"

Sniffles continued, "If you win, you go and I'll fix the road. If I win, you do the road my way."

"Doc, what are ya doin'?", asked Toothy.

Cuddles smiled as he said, "I don't mean to be rude here Doc, but that old car propably goes zero sixty in like what? Three point five years?"

"Then I reckon you ain't got nothin' to worry about, hot shot.", said Sniffles.

"Ya know what, old timer", said Cuddles, "That sounds like an excelllent idea. Let's race."

Twenty minutes later, at Willy's Butte...

Cuddles and Sniffles were parked side by side at the starting line, which was just a length of rope streched between two tires. They were both leaning on the front of their cars, watching Toothy as he walked back and forth to decide the race route.

Toothy turned to them and said, "Gentlemen, this will be a one lap race. You will drive to Willy's Butte, go around Willy's Butte, and come back. There will be no bumpin', no cheatin', no spittin', no stallin, no bitin', no mamin', no road ragin', no pushin', no shovin', no oil slickin', no back stabbin', and no lolligagin'."

"Speed, I am speed.", said Cuddles to himself, but loud enough for Sniffles to hear, "Float like a butterfly, sting like a bee."

Pop walked over to Cuddles, he was wearing a Ferrari ballcap, holding a matching flag and he was giddiy with excitment. He said, "My son, Cub, he dreams to give a real racecar a pitstop."

Cub appeared a fraction of a second later. He was wearing a Ferrari tee shirt, a red, white and green afro, and he had Ferrari foam fingers on each hand. "Peet stop?", he asked hopefully.

Cuddles chuckled and said, "Look kid, I like your enthusiasm, but the race is only one lap. Uno Lap-o! I don't need any help. I work solo me-o."

"Fine", said Pop, who looked somewhat offeneded, "Race you way", and he stormed off of the track.

Cuddles turned to Cub, who was still standing there looking hopeful, and he said, "No pit stop-o. Comprendo?"

Cub shrugged and said, "Ok", he walked off of the track.

Sniffles and Cuddles got into their cars and Toothy gave the order to start their engines. The old Hudson sounded like it was having a little trouble starting. Cuddles rolled his eyes and WOT (**wide open throttle**) started his engine. It roared to life.

"Eholea! Check dat out!", said Handy in his heavy Hispanic accent.

"Far out!", said Disco Bear.

"Mmmmm-hmm", said Petunia.

Giggles rolled her eyes and said, "Great idea, Doc. Now the road will never get done."

"Pop?", said Toothy as he walked off of the track.

Pop ran out onto the middle of the track. He held his flag up and said, "On your-a mark. Get-a set. Uno for the money, due for the show, tre to get ready, and quattro to... I can't believe... GO!"

Cuddles took off like a bullet, leaving everything in the dust.

When the dust settled, everyone realized that Sniffles was still sitting at the starting rope.

"Doc", said Pop, he pointed at his flag and said, "The flag means go. Remember the flag? Here we go, go", and he waved his flag again.

"Uh Doc, what are you doin' mang?", asked Handy.

Sniffles sighed and said, "Oh dear. It would appear I'm off to a poor start. Well, better late than never. C'mon Prickly. Bring your truck. Might need a little help."

Prickly was surprised. He said, "Uh, ok", he threw his apple core into the back of his truck, hopped in, started the motor, and pulled out of his spot and began driving slowly beside Sniffles. (**Prickly set a good example kids. Don't litter.**)

"You got your towin' stuff?", Sniffles asked through the open window of his car.

Prickly nodded and said, "Yeah. I always go my towin' stuff. Why?"

"Just incase", said Sniffles.

Cuddles tore around the butte, giving his car everything it had. 'Piece of cake', he thought as he approached the final turn. The turned the wheel to the left, but the car didn't turn. He realized that he was heading for a cliff and slammed on his breaks. The car slid to a stop just short of falling off of the cliff, it's front tires hanging in the air. Cuddles threw the car in reverse, but the rear tires had no traction. He was stuck.

Sniffles pulled up and yelled, "Was that floatin' like a butterfly or was that stingin' like a bee? I'm confused."

Prickly giggled as he got out of his truck and started getting the tow cable ready.

"Ya drive like ya fix roads! Lousy!", Sniffles yelled. He popped his car back into gear and pulled away.

Prickly hooked the tow hook to the back axle, pulled the car back away from the cliff and said, "I'm startin' ta think he knowed you was gonna crash."

Cuddles rolled his eyes and said, "Thank you, Prickly, thank you."

That evening...

Cuddles was using his car to push a heavy bulldozer blade along the road, scraping off the bad tar. He was mumbling to himself, "This car can make a little turn on dirt. Ya think? No. And now, I'm a day behind. I'm never gonna get outta here!"

"Hey ese!", Handy yelled, "You car looks like it could use a new paint job!"

"No thank you!", yelled Cuddles.

"How 'bout some organic fuel?", offered Disco Bear.

"That freak juice?", asked Flippy.

"It'll make it run smoother and cleaner!", Disco Bear defended.

"Pass!", said Cuddles. He continued mumbling, "'You race like you fix roads'. Oh, I'll show him. I will show him."

The next morning...

The town awoke to find a beautifully paved section of road.

Prickly was rollerskating around on the new pavement, laughing like a school boy. He yelled, "Mornin' everybody. Look at this here fancy new road that Lightning McQueen done just made!"

Cub was gently caressing the road while Pop was gushing over how beautiful it looked.

Prickly skated by saying, "I tell you what, I bet even the roads on the moon ain't this smooth!

Sniffles walked up beside Giggles, who was looking at the road in awe.

"Doc, look at this! Should'a tossed him off a cliff alot sooner, huh?", said Giggles.

"He ain't finished yet" said Sniffles, "He's still got a long way to go."

"Look at-a me!", Pop cried. He was wearing Prickly's roller skates and holding onto his belt while he ran barefoot down the street. Pop let go, did a peroette, and landed safely. (**that is the first time I have ever used that word in my life**) "This is fantastico!"

Giggles ran over to Prickly and said, "Prickly! I got dibs on the next turn!"

"Hey Pop, this new road makes your place look like a dump!", cried Lammy as she walked out on to the pavement.

Pop looked at the road, looked at his store, and burst into tears.

Giggles rolled by on the roller skates, giggling like mad.

"That punk actually did a good job", said Sniffles to himself. He looked up the side street and saw the paving machine, but not Cuddles or his car. "Where the heck is he?"

Out at the butte...

Sniffles saw a huge cloud of dust rising when he pulled up next to Toothy's patrol car. "Sheriff! Is he makin' another run for it?", he asked.

"No no", said Toothy, "He ran outta asphalt during the night and asked me if he could come down here. All he's tryin' to do is make that there turn."

Just then, Cuddle's car spun out and slid off of the track.

"Sheriff, why don't you go get yourself a cup of coffee? I'll keep an eye on him."

Toothy smiled and said, "Well, thanks Doc. I think I will." He started the old patrol car and left.

Cuddles screamed as he lost control of his car again. When the dust cleared, he saw Sniffles standing by the track.

"This ain't asphalt son, this is dirt", Sniffles said.

Cuddles shifted his car back into first gear and said through the open window, "Oh, what do you want? Ya here to gloat?"

Sniffles began to tell him, "This car doesn't have three wheel brakes, so you gotta pitch it hard, break it loose and drive it with the throttle. Give it too much and you'll be outta the dirt and into the tullips."

Cuddles chuckled and said, "So you're a judge, a doctor, and a racing expert?"

Sniffles said, "I give it to ya simple. If you're goin' hard enough left, you'll find yourself turnin' right."

Cuddles said, "Right, that makes perfect sense. Turn right to go left! Yes! Thank you! Or should I say no thank you? Because in opposite world, maybe that really means thank you!", and he tore off, leaving Sniffles in the dust.

Sniffles sighed, got back into his car, and drove away.

Cuddles approached the corner and said, "Turn right to go left? Hmm." He whipped the wheel to the right and the car shot to the right, off a cliff, and into a cactus patch. Cuddles crawled out the window and fell onto a prickly pear. "Ow!", he moaned.

A large cactus fell from the top of the cliff and landed ontop of the car. One of it's branches broke off and landed on Cuddles' chest. "AAAAAAAAAAAAAAOW!", he screamed.

Later that day...

Cuddles had climbed out of the cactus and Prickly had towed the car back to town.

Now, Cuddles was yanking cactus things off of himself and muttering, "Turn right to go left! Guess what? I tried it. And ya know, this crazy thing happened. I went right!"

Lammy, who was sitting on her front porch, said, "You keep talkin' to yourself and people are gonna think you're crazy!"

"Thanks for the tip!", Cuddles grunted.

"What?", said Lammy, completely clueless, "I wasn't talkin' to you."

Cuddles went back to what he was doing and said, "While I'm stuck here paving this stupid road, Nutty's in California shmoozing Dinoco. My Dinoco." He heard a hiss from the other side of his car and yelled, "Whoa whoa whoa! Who's doing what?"

Cub popped up with a can of compressed air in one hand.

Pop walked over and said, "You have a slow leak. Cub, he fix. You make such a nice-a new road. You come-a into my shop and I take good care of you", he muttered, "Even though your not Micheal", he continued, "You buy four tires, I will give you a full size spare absoultely free."

Cuddles sighed and said, "Look, I get all my tires for free."

Pop chuckled and said, "Ah-ha, I like your style. He drives a hard bargain. Ok, I'm going to make you a new deal. You buy one tire, I will give you three of the same tire for free."

"No thank you. Pass. Deal me out", said Cuddles.

Pop sighed in determination and said, "This is it. My last offer. You buy one tire, I will give you seven snow tires of equal or lesser value for free! Done. You interested, you call me. You know where I am."

Cub finished filling the last tire, hopped up and left.

Cuddles breathed a sigh of relief. He was about to get back into his car, when he was hit by a blast of water. When it stopped, he looked up and saw Giggles and Flaky. Flaky was holding a fire hose.

"Oooh Flaky", said Giggles, "Ya missed a spot. See it? Right there."

Flaky opened the nossle again and blasted Cuddles.

"Ah! Help! Woo! That's cold!", Cuddles yelped.

Flaky shut off the water and admired her work.

"Thanks Flaky", said Giggles.

Flaky nodded and started putting the hose back on the truck.

"What was that for?", demanded Cuddles.

Giggles said, "Do you wanna stay at the Cozy Cone or what? Cuz if ya do, ya gotta be clean. Because even here, in the middle of nowhere, we have standards."

"I... I don't get it", said Cuddles.

"Nothing", said Giggles, "I just thought I'd say thank you for doin' such a great job so I thought I'd let you stay with me. Well, not with me, but there. Not with me there, but there in your own cozy cone, and I'd be in my cone."

"Wait", said Cuddles with a smile, "You're being nice to me."

Giggles sighed and said, "Hey, if you wanna stay at the jail house, that's fine. I understand you criminal types."

"No no. That's ok", said Cuddles, "Yeah, the Cozy Cone."

"Number one if you want", said Giggles as she walked away.

Prickly walked up beside Cuddles and said, "Ya know, I once knew this girl, Doreen. Good lookin' girl. Looked just like a jaguar, only she was a woodchuck. I used to walk right into her just so I could talk to her."

Cuddles looked at him and said, "What are you talking about?"

Prickly shrugged and said, "I don't know. Hey, I know somethin' we can do tonight, cuz I'm incharge of watchin' ya."

Cuddles shook his head and said, "No Prickly. I gotta finish this road and then I have to get out of here!"

Prickly shrugged and said, "Well, that's alright Mr. I-can't-turn-on-dirt. You probably couldn't handle it anyhow."

Cuddles looked slightly offeneded and said, "Whoa whoa, easy now Prickly. Ya know who your talkin' to? This is Cuddles "Lightning" McQueen. I can handle anything."


	5. Chapter 5

That night...

Cuddles and Prickly stood next to each other, looking over a fence at a herd of cows. Cuddles turned to Prickly and said, "Prickly, I'm not doin' this!"

Prickly chuckled and said, "Oh c'mon, you'll love it. Cow tippin's fun! Now when I say go, we go. Just don't let Frank catch ya. Go!", and he jumped over the fence.

"Wait! Who's Frank?", Cuddles asked, but Prickly was already in the field. Cuddles hopped the fence and followed him.

Prickly snuck up beside a sleeping cow and whispered, "Shhh. She's sleepin'. What ya do is ya put your shoulder into her, and ya push."

"And?", said Cuddles.

"They fall over!", said Prickly, stifling a giggle. He turned to face the cow and said, "watch this". He put his shoulder into the cow and pushed. The cow fell over. Prickly burst into laughter and said, "Oh, I swear, cows is so dumb! I'll tell you what buddy, it don't get much better than this."

Cuddles nodded. "Yep. You're livin' the dream, Prickly boy", he said sarcasticly.

Prickly snuck up to another cow and tipped it over. He started laughing again and said, "I don't care who ya are, that's funny right there. Your turn, bud."

Cuddles was shocked. He had no idea how to do this. He didn't even see why it was funny. He said, "Prickly, I can't."

"Baby", said Prickly as he started making chicken sounds.

Cuddles growled and said, "Alright, fine, I'll do it!" He stormed over to a cow and tipped it over. He then fell over laughing.

Suddenly, they heard a roaring sound coming from the high weeds.

"That's Frank", said Prickly, and he turned to leave.

A huge red bull burst out of the weeds and charged at Cuddles.

Cuddles screamed and ran as fast as he could. He caught up to Prickly who was laughing so hard he could barely breath.

He yelled, "Run! Ru... Aaaaa! Run! He's gonna get ya!", and jumped over the fence at the end of the field.

Cuddles dove between the rails of the fence, scrambled into the back of Prickly's tow truck and Prickly tore off, leaving Frank stomping his hooves and running back and forth along the fence.

Ten minutes later...

Prickly was driving along the road, Cuddles walking along beside the truck.

"Tommorrow night, we can go out and look for the ghost light!", said Prickly, giddy with excitement.

"I can't wait", said Cuddles, his voice full of sarcasm.

"Oh yeah, I'm tellin' ya", said Prickly.

Giggles, who was hanging out by the fan in the lobby of the Cozy Cone, started listening to the two friends as they talked.

Prickly continued, "Boy, you gotta admit, that was fu-un!"

"Yeah, yeah", said Cuddles.

"Well, we'd better get you back to the jail house", said Prickly.

Cuddles shook his head and said, "Actually, Giggles is gonna let me stay at the motel."

"Oh", said Prickly, "Gettin' cozy at the cone, is we?"

Cuddles was shocked that Prickly even had that thought. "No! No. are you kidding?", he said, "Besides, she can't stand me. And I don't like her, to be honest."

Prickly nodded and said, "Yeah, you're probably right." He pointed to the side of the road and said, "Hey look, there's Miss Giggles!"

Cuddles looked all around and said, "Where? Where?", only to realize that he'd been tricked.

Prickly laughed and said, "You are in love with Miss Giggles."

"Am not!", said Cuddles.

"Yes you do."

"No way!"

"Way! You're in love with Miss Giggles! You're in love with Miss Giggles!", taunted Prickly as he leaned out the window and flipped his truck around so he was driving backwards.

"Will ya stop that?", said Cuddles.

"Stop what?", asked Prickly

"That driving backwards", said Cuddles, "You're makin' me nervous. You're gonna wreck or something."

Prickly slammed on his brakes and said, "Wreck? Shoot! I'm the world's best backwards driver! Just watch this right here, lover boy!" He threw the truck into reverse and tore away into a nearby field. He began doing all kinds of awesome backwards driving stunts.

Cuddles laughed and said, "He's nuts!"

Prickly tore out of the field, spun the truck around and slid to a stop right next to Cuddles. He said, "Ain't no need to watch where I'm goin', just need to know where I've been."

Cuddles was blown away. He said, "Whoa! That was incredible! How did you do that?"

Pickly pointed at one of the rear-view mirror and said, "Rear-view mirrors. We'll put some on your car and I'll teach ya if ya want."

Cuddles said, "Yeah. Maybe I'll use it in my big race."

"What so important about this race of yours, anyway?", asked Prickly.

Cuddles turned around and said, "It's not just a race. It's the Piston Cup. I'll be the first rookie in history ever to win it. And when I do, we're talkin' big new sponsor with private helicopters. No more bumper oil. No more hillbillies and their rusty old cars..."

He was interrupted by Prickly, who said, "What's wrong with hillbillies with rusty old cars?"

Cuddles realized then that Prickly was one of the crowd he had hated. He was a hillbilly who drove a very rusty, beat-up truck. He began to correct himself. "I don't mean you, Prickly. Other hillbillies. Not like you. I like you."

Prickly shook it off and said, "Ah, It's ok bud. I know what you were tryin' ta say. Hey, do you think one day I could get a ride in one of them heli-copters? I have always wanted to ride in a fancy heli-copter."

Cuddles nodded and said "Sure. Anything you say."

Prickly couldn't have been happier. He said, "I knew it. I knew I made a good choice."

Cuddles turned to face Prickly and said, "In what?"

"My best friend." said Prickly. He said, "see ya tommorrow, buddy", shifted the truck into reverse, and backed over to the salvage yard.

Cuddles shook his head and started walking toward the Cozy Cone. He walked to cone number one, found the key under the mat, along with a note that said, '_Hey Patches, didn't know if I'd be up when you got back, so I put the key here. See you in the morning. Giggles._'

He sighed, unlocked the door, and looked around the room. "Huh. Yeah. This is nice."

"Hey Patches", said Giggles.

Cuddles jumped. "gah!", he yelped.

Giggles jumped as well.

Cuddles turned around and said, "Oh, it's you. You scared me."

Giggles said, "I even scared you scared me."

"I mean, I wasn't Scared scared", said Cuddles.

"Yeah", said Giggles, "I just over heard you talking to Prickly."

Cuddles was shocked. He said, "What? Just now? What did you hear?"

"Oh, just something about a helicopter ride", said Giggles.

Cuddles chuckled and said, "Oh right. Yeah, he got a kick outta that, didn't he?"

"Did you mean it?", asked Giggles.

"Mean what?", asked Cuddles.

"That you'd get him a ride", said Giggles.

Cuddles shrugged and said, "Oh, who knows? I gotta get outta here, make the race and get the sponsorship."

Giggles nodded and said, "ya know, Prickly trusts you."

"Yeah, ok", said Cuddles.

"Did you mean that?", asked Giggles.

"Mean what?", asked Cuddles.

"Was that a, 'yeah ok' or a 'yeah, ok' or a 'yeah. Ok.'?"

Cuddles sighed and said, "Look, I'm exausted. It's been kind of a long day."

"Yeah, ok. Good night", said Giggles, turning to walk away.

Cuddles said, "Hey, thank you."

Giggles turned around and said, "What did you say?"

"Thanks for letting me stay here", he said, "It's nice to be out of the jail house. It's great. Newly refurbished, right?"

Giggles nodded and said, "Yeah."

"G'night", said Cuddles.

"Good night", said Giggles. She cotinued walking back to her office.

Cuddles closed the door, crawled into the bed, and went right to sleep.

The next morning...

Flippy raised the american flag while _Revelle_ played. He tied the flag up and slauted.

Suddenly, Jimi Hendrix's _Star spangled banner_ began playing from nextdoor, Disco Bear's house.

"WILL YOU TURN THAT DISRESPECTFUL JUNK OFF?", Flippy yelled over the fence.

Disco Bear came out and said, "Respect the classics, man! It's Hendrix!"

Across the street...

Cuddles snapped awake from a nightmare involving Frank and said, "I gotta get outta here!"

Ten minutes later...

Cuddles burst into Sniffles' office and said, "hey, have you seen the Sheriff? Oh my god!"

Toothy had his pants around his ankles and was bent over the exam table. Sniffles was wearing his lab coat and a pair of exam gloves. Cuddles hoped that he walked in on Sniffles getting ready to give a prostate exam.

"What are you doing here?", Sniffles demanded.

"Get a good peek, city boy", said Toothy, stifiling a giggle.

"I... I need my daily supply of gas from the Sheriff", Cuddles managed.

"Wait for him at the diner. Now get outta here!", Sniffles snapped.

"I've been trying to get outta here for three days!", Cuddles yelled. He then slammed the door and stormed off.

"Hope ya enjoyed the show", Toothy called.

Cuddles kicked an empty can that was sitting in the parking lot. It flew into the open door of Sniffles' garage, the one with the signs that read, 'Private! Keep Out!', and from the sound it made, knocked some stuff over. Cuddles, concerned he had broken something, peeked into the garage and said, "Whoa Doc, time to clean out the garage, buddy. C'mon." Just then, he noticed the dusty, old trophy that was currently being used to hold tools. "What?", said Cuddles, blowing some dust off of the name plate, which read...

_Sniffles Hornet_

_Piston Cup Champion 1951_

"No way",said Cuddles, "He has a Piston Cup?" He looked to his right and saw another two Piston Cups tucked behind a cardboard box aswell as a bunch of newspapers with headlines boasting _"Fabulous Hudson Hornet, champion for all time."_

"The sign says 'Stay out!'", Sniffles barked.

Cuddles turned around and saw Sniffles standing there. "You have three Piston Cups. How could you...", he said before Sniffles cut him off.

"I knew you couldn't drive. I didn't know you couldn't read", said Sniffles.

"You're The Hudson Hornet", said Cuddles, starting to put the pieces together.

"Wait over at the diner, like I told ya!", Sniffles snapped.

"I can't believe I didn't see it sooner", said Cuddles in disbelief, "You're _The_ Fabulous Hudson Hornet! You still hold the record for the most wins in a single season! Oh, we gotta talk. You gotta show me your tricks, please."

"I already tried that!", Sniffles snapped.

"You won the championship three times! Look at those trophies!", said Cuddles.

"You look", said Sniffles, "All I see is a bunch of empty cups", said Sniffles, closing the door in Cuddles' face.

Cuddles dashed over to the cafe and said, "Did you guys know Doc is a famous racecar driver?"

Everyone started laughing.

"Doc? Our Doc?", asked Toothy.

"I'm serious!", said Cuddles, "He's a Piston Cup legend! He won three Piston Cups!"

Prickly spat out a mouthful of coffee and said, "He did what in his cup?"

Everyone began mulling out loud about Cuddles going crazy, when they heard Giggles put the nozzle of one of the gas pumps into the filler of Cuddles' car.

"Hey!", yelled Toothy, "What are you doin'?"

"It's ok Sheriff", said Giggles, "you can trust me, right?"

Toothy snorted and said, "I trust you, alright. It's him I'm worried about."

Giggles stopped for a second and said, "Hmmm... I trust him." She turned to Cuddles and said, "C'mon, let's take a drive."

Cuddles cocked and eyebrow and said, "A drive?"

Giggles nodded and said, "Yeah, a drive. Don't you big city racecar drivers ever just take a drive?"

Cuddles thought for a second and said, "Uh, no. No we don't."

The gas pump clicked off, showing that the tank was full. Giggles curled herself into her Metallic Blue Porsche, started the motor, and pulled out into the street, waiting for Cuddles.

Cuddles pulled the nozzle out of the filler, climbed into his car and followed Giggles up the mountain.

Petunia turned to Toothy and said, "Mmmm hmmm. And you thought he was gonna run."

About a mile out of town, Cuddles pulled up alongside Giggles and yelled over the roar of the engines, "Ok, ya got me out here. Now where re we goin'?"

"I don't know!", said Giggles. She then opened up the throttle and tore ahead. Cuddles immediatly took off after her.

They raced up the mountain, going back and forth, passing each other. They rounded a corner, drove through a tunnel, and Cuddles saw a huge, thundering waterfall. The sight took his breath away.

A short ways up the road from there, Giggles pulled off the road so Cuddlwes did the same. They had stopped infront of the remains of an old, abandoned motel.

"What is this place?", Cuddles asked.

"Wheel well", said Giggles, "It used to be the most popular stop on the Mother Road."

"This place?", said Cuddles, looking at just how delapitated the old motel was.

"Yeah. Just imagine", said Giggles, "imagine what it must have been like to stay here."

Cuddles turned to Giggles and said, "Ya know, I dont get you. How does a girl like you wind up in a place like this?"

"It's quite simple, really", said Giggles, "I was an attourney in L.A... Livin' life in the fast lane..."

"Oh you were, were you? Were you rich?", Cuddles asked.

"What?", said Giggles.

"Just clues to the puzzle", said Cuddles.

Giggles rolled her eyes and said, "Yeayhh. Ok. Well, that was my life. And ya know, I never felt... happy."

Cuddles nodded and said, "Yeah. I mean, really?"

Giggles nodded and said, "Yeah. So I left L.A. Just drove and drove. Finally broke down right here. Doc fixed my car, Petunia took me in... Well, they all did. And I never left."

Cuddles looked up and said, "Look, I can understand need some R and R, ya know, recharge the ol' batteries. But after a while, why didn't ya, ya know, go back?"

Giggles sighed and said, "I fell in love."

Cuddles looked down sadly and said, "Oh... Squrriel?"

Giggles chuckled and said, "No." She walked across the road to the scenic overlook, Cuddles following her, and she said, "I fell in love with this."

Cuddles looked off of the cliff and was awestruck at the view of the whole valley. "Whoa", he said in pure awe. He noticed you could see the interstate in the distance. He said, "Look. They're driving right by and they don't even know what they're missing."

Giggles sighed and said, "Well, it didn't used to be that way. Forty years ago, that Interstate didn't exist."

"Oh yeah?", said Cuddles.

"Yeah", said Giggles, "Back then, people came cross-country a whole different way."

"How do you mean?", asked Cuddles.

"Well", Giggles continued, "the road didn't cut through the land like that Interstate. It moved with the land. It rose, it fell, it curved. People didn't drive to make great time, they drove to have a great time."

"What happened?", Cuddles asked.

Giggles sighed sadly and said, "The town got bypassed just to save ten minutes of driving."

After a long, slow drive back down the mountain, Cuddles and Giggles stood at the end of the road, looking at the town, imagining what the town used to look like.

"Imagine what it must have been like to see this place in it's heyday", said Cuddles.

"I can't tell you how many times I've dreamed of that", said Giggles, "But one of these days, we're gonna get this place back on the map."

Cuddles sighed and said, "Het listen, thanks for the drive. I had a great time. It's kinda nice to slow down every once in a while."

"You're welcome", said Giggles, "See ya later, Patches" and she drove back to the motel.


	6. Chapter 6

_*wakes up, yawning* ah... That was a good night sleep. *looks at the clock* Crap, I really overslept... *looks at the calendar* CRAP! I've been asleep for 3 years! I have a good reason for not updating in so long. This chapter ruined 3 flash drives and 2 computers... In 4 separate, from scratch, rewrites. I would get to the same line. And something would happen. But, here I am. Ready to finish, at long last. Thanks to for liking this and reminding me it was a thing. ON WITH THE STORY!_

Prickly ran up to cuddles with a concerned look on his face. "Listen, if anybody asks ya, we was out smashin' mailboxes, ok?", and he ran back to the junkyard.

"What?", said Cuddles. Just then, he heard a dull thundering sound. He turned around and saw a cloud of dust moving toward the town. Suddenly, a stampede of angry cows charged into view. "AAAAH!" Cuddles screamed, as he dove out of the way. The cows charged on into the town square, causing all sorts of chaos.

"PRICKLY!" Sheriff Toothy shouted.

"AH WASN'T COW TIPPIN'!" Prickly shouted back.

"Then where did all these gall dern cows come from?!" Toothy demanded.

Cuddles watched the ensuing chaos and noticed a cow running off into the desert. "Guys! There's one going this way!" He waited for a response. "I got it", and he started after the cow. "C'mere cow. Come here. What are you doing? You're not supposed to go wandering off all..." He paused when he saw Sniffles' car on the race track. "Alone..."

He crouched behind a bush and watched. He saw that Sniffles was wearing an old leather football helmet. What drivers in the old days would wear before crash helmets were invented.

"What are you doing with that thing on your head?", Cuddles asked himself.

Sniffles grabbed the ignition key and started his car. He revved the engine twice, shifted into gear and tore away from the start line. He flew around the high banked turn and down the back stretch, his car catching air off the three bumps.

Cuddles glanced up the track and remembered the corner that had given him so much grief. "Oh no, he's gonna crash!" Cuddles said aloud.

Sniffles entered the corner and, by steering first left, then right, he drifted around the turn and crossed the finish line.

Cuddles stood up, revealing himself to Sniffles, who threw

His car into gear and tore off back to his garage.

"Hold it! Doc, wait!" Cuddles yelled, running after the Hudson, chasing it back to his garage. He caught the door before it could close and said, "Doc, you're driving is incredible!"

Sniffles grunted, "Terrific, now go away."

"No, I'm serious, you've still got it!" Cuddles said, excited.

"I'm asking you to leave," Sniffles practically begged.

"How could you quit at the top of your game?" Cuddles asked.

Sniffles glared at Cuddles and said, "you think I quit?" He turned on a portrait light over a framed news page that read,

CRASH!

Hudson Hornet out for season

"Riiiiiight," said Cuddles, "your big wreck in '54,.."

"They quit on me!" said Sniffles, "when I got out of the hospital and finally got my car put back together, ya know what they said? "You're history."... They moved right on to the next rookie standing in line... There was a lot left in me... I never got a chance to show em... I keep that paper to remind me never to go back... I just never thought that that life would... Would ever find me here."

"Whoa, Doc, I'm not them," said Cuddles.

Sniffles glared at Cuddles and said, "when's the last time you cared about something other then yourself, hotshot? You name me one time... And I will take it all back..."

Cuddles thought for a moment, but couldn't think of one thing...

"That's what I thought," said Sniffles, "these are good folk... Who care about one another... I don't want them trusting someone they can't count on..."

"Oh, like you?," Cuddles asked, indignantly, "you've been here how long and your friends don't even know who you are?"

Sniffles, having had quite enough, shoved Cuddles out of the small door and barked, "Just finish that road and get out of here!" And he slammed the door so hard that the glass in the dirt covered window cracked.


End file.
